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Exhibit (a)-(1)

PRELIMINARY PROXY STATEMENT OF THE COMPANY

Shareholders of Sina Corporation
Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

        You are cordially invited to attend an extraordinary general meeting of shareholders of Sina Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), to be held on                    at               a.m. (Beijing time). The meeting will be held at                   . The accompanying notice of the extraordinary general meeting and proxy statement provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment or postponement thereof.

        On September 28, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent. The purpose of the extraordinary general meeting is for you and the other shareholders of the Company to consider and vote, amongst other things, upon a proposal to authorize and approve the Merger Agreement and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions"), including the Merger. Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

        As of the date of the accompanying proxy statement, Parent is wholly owned by New Wave MMXV Limited ("New Wave"), a company with limited liability incorporated under the laws of the British Virgin Islands and controlled by Mr. Charles Guowei Chao, the chairman and chief executive officer of the Company (the "Chairman"). At the effective time of the Merger (the "Effective Time"), Parent will be beneficially owned by the Chairman and New Wave (collectively, the "Rollover Shareholders"). Parent, Merger Sub, and the Rollover Shareholders are collectively referred to herein as theBuyer Group." Parent and Merger Sub were formed solely for the purpose of the Merger. As of the date of the accompanying proxy statement, the Buyer Group together beneficially owns 8,850,075 ordinary shares, par value US$0.133 per share, of the Company (each, an "Ordinary Share") and 7,150 Class A preference shares, par value US$1.00 per share, of the Company (each, a "Class A Preference Share"), which represent approximately 14.8% of the total issued and outstanding shares in the Company and approximately 61.2% of the total voting power of the outstanding shares in the Company (each, a "Share"). If the Merger is completed, the Company will continue its operations as a privately held company and will be wholly owned by Parent, and the Ordinary Shares will no longer be listed on the NASDAQ Stock Market LLC ("NASDAQ").

        If the Merger is completed, at the Effective Time, each Ordinary Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) and the Dissenting Shares (as defined below), will be cancelled in exchange for the right to receive an amount in cash equal to US$43.30 per Ordinary Share (the "Per Share Merger Consideration"), without interest.

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Notwithstanding the foregoing, if the Merger is completed, the following Shares will be cancelled and cease to exist at the Effective Time and will not entitle the holders thereof to the right to receive the Per Share Merger Consideration described in the immediately preceding sentence:

(a)

(i) 8,850,075 Ordinary Shares and 7,150 Class A Preference Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Rollover Shareholders as of September 28, 2020, and any other Shares that may be acquired by any Rollover Shareholder between September 28, 2020 and the Effective Time (together, the "Rollover Shares"), (ii) Shares held by the Buyer Group and its affiliates, and (iii) Shares held by the Company or any subsidiary of the Company or held in the Company's treasury, in each case, immediately prior to the Effective Time, will be cancelled and cease to exist at the Effective Time without payment of any consideration or distribution therefor (collectively, the "Excluded Shares"); and



(b)

Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger (the "Dissenting Shares") in accordance with Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law") will be cancelled and cease to exist at the Effective Time and the holders of such Dissenting Shares shall be entitled to receive only the payment of the fair value of their Dissenting Shares as determined by the Grand Court of the Cayman Islands in accordance with the provisions of Section 238 of the Cayman Islands Companies Law.

        At the Effective Time, each option (each, a "Company Option") to purchase Shares granted under the Amended and Restated 2007 Share Incentive Plan of the Company, the 2015 Share Incentive Plan of the Company and the 2019 Share Incentive Plan of the Company (collectively, the "Company Share Plans"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each restricted share unit granted under the Company Share Plans (each, a "Company RSU"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

        The Buyer Group intends to fund the merger consideration through a combination of (i) rollover equity (represented by the Rollover Shares) from the Rollover Shareholders, (ii) cash contribution by the

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Chairman, (iii) proceeds from committed term loan facilities from China Minsheng Banking Corp., Ltd. Shanghai Branch and China Minsheng Banking Corp., Ltd. Hong Kong Branch, and (iv) available unrestricted cash in U.S. dollars from the Company. On September 28, 2020, New Wave executed and delivered a limited guarantee (the "Limited Guarantee") in favor of the Company to guarantee certain payment obligations of Parent and Merger Sub under the Merger Agreement.

        On September 28, 2020, a special committee of the board of directors of the Company (the "Board"), composed solely of independent and disinterested directors (the "Special Committee"), acting with full power and authority delegated by the Board, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger. The Special Committee, after consultation with its financial advisor and legal counsel and due consideration of all relevant factors, unanimously (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and its unaffiliated security holders of the Company as such terms are defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the "Unaffiliated Security Holders"), and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger.

        On September 28, 2020, the Board (other than the Chairman who abstained from the vote), acting upon the unanimous recommendation of the Special Committee, (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger, and to consummate the Transactions, including the Merger, (b) authorized and approved the Merger Agreement, the Plan of Merger, the Transactions, including the Merger, and the Limited Guarantee, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to the shareholders of the Company for authorization and approval.

        Accordingly, the Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including (i) the Merger, (ii) the variation of the authorized share capital of the Company from US$23,700,000 divided into 150,000,000 ordinary shares of a par value of US$0.133 each and 3,750,000 preference shares of $1.00 par value per share to authorized share capital of the Company of US$23,700,000 divided into 237,000,000 ordinary shares of a par value of US$0.1 each, at the Effective Time, and (iii) the amendment and restatement of the existing memorandum and articles of association by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association at the Effective Time, in the form attached as Appendix II to the Plan of Merger, FOR the proposal to authorize each of the members of the Special Committee and the Chief Financial Officer of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

        The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Law) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. As of the date of the accompanying proxy statement, the Buyer Group beneficially owns in the aggregate 8,850,075 Ordinary Shares and 7,150 Class A Preference Share,

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which collectively represent approximately 14.8% of the Company's total issued and outstanding Shares and approximately 61.2% of the voting power of the total issued and outstanding Shares as of the date of the accompanying proxy statement, all of which will be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. Accordingly, based on                    Shares expected to be issued and outstanding on                   , the record date for voting Shares at the extraordinary general meeting (the "Share Record Date"), and assuming that members of the Buyer Group vote all their Shares in favor of the special resolutions,                    Shares owned by the Unaffiliated Security Holders equal to approximately             % of the voting power of the entire issued and outstanding Shares as of the Share Record Date must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

        The accompanying proxy statement provides detailed information about the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference herein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the "SEC"), which are available for free at the SEC's website www.sec.gov.

        The Rollover Shareholders will exercise their rights as registered shareholders of the Company to demand poll voting at the meeting and accordingly voting will take place by poll voting. Whether or not you plan to attend the extraordinary general meeting, please complete the accompanying proxy card, in accordance with the instructions set forth on the proxy card, as promptly as possible. The deadline to lodge your proxy card is                    at         a.m. (Beijing time), being 48 hours before the time appointed for the extraordinary general meeting. Each registered holder of Ordinary Shares has one vote for each Ordinary Share held as of 5 p.m. Cayman Islands time on the Share Record Date.

        Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if you hold your Shares through a financial intermediary such as a broker, bank or nominee, you must rely on the procedures of the financial intermediary through which you hold your Shares if you wish to vote at the extraordinary general meeting.

        Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to the accompanying proxy statement. The fair value of your Shares as determined by the Grand Court of the Cayman Islands under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters' rights with respect to your Shares.

        Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or proxy statement. Any representation to the contrary is a criminal offense.

        If you have any questions or need assistance voting your Shares, please call our Investor Relations Department at +86 10 5898 3336.

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        Thank you for your cooperation and continued support.

        The accompanying proxy statement is dated               , and is first being mailed to the Company's shareholders on or about               .

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SINA CORPORATION

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON                 

Dear Shareholder:

        Notice is hereby given that an extraordinary general meeting of the shareholders of Sina Corporation (referred to herein alternately as the "Company," "us," "we" or other terms correlative thereto), will be held on                    at          a.m. (Beijing time) at                   .

        Only registered holders of ordinary shares of the Company, par value US$0.133 per share (each, an "Ordinary Share"), and Class A preference shares, par value US$1.00 per share (each, a "Class A Preference Share"; and the Class A Preference Shares together with the Ordinary Shares, the "Shares"), as of 5 p.m. Cayman Islands time on                    (the "Share Record Date") or their proxy holders are entitled to attend and vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

•

as special resolutions:

        THAT the Agreement and Plan of Merger, dated as of September 28, 2020 (the "Merger Agreement"), among the Company, New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (such Merger Agreement being in the form attached as Annex A to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") (such Plan of Merger being substantially in the form attached as Annex B to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions") including (i) the Merger, (ii) the variation of the authorized share capital of the Company from US$23,700,000 divided into 150,000,000 ordinary shares of a par value of US$0.133 each and 3,750,000 preference shares of $1.00 par value per share to authorized share capital of the Company of US$23,700,000 divided into 237,000,000 ordinary shares of a par value of US$0.1 each (the "Variation of Capital"), and (iii) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association at the effective time of the Merger (the "Effective Time"), in the form attached as Appendix II to the Plan of Merger (the "Adoption of Amended M&A"), be approved and authorized by the Company;

        THAT each member of a special committee of the Board, composed solely of independent and disinterested directors of the Company (the "Special Committee") and the Chief Financial Officer of the Company each be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

•

if necessary, as an ordinary resolution:

        THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

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        Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company's shareholders will be available at its principal executive offices at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

        New Wave MMXV Limited ("New Wave"), a company with limited liability incorporated under the laws of the British Virgin Islands and controlled by Mr. Charles Guowei Chao, the chairman and chief executive officer of the Company (the "Chairman" and, together with New Wave, the "Rollover Shareholders"), the Chairman and Parent have entered into a rollover and support agreement, dated as of September 28, 2020 (the "Support Agreement"), which provides, among other things, that each Rollover Shareholder will (a) vote all of the Shares owned by it in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) refrain from selling or otherwise transferring the Shares owned by it, in each case in accordance with the terms of the Support Agreement. A copy of the Support Agreement is attached as Annex C to the accompanying proxy statement. As of the date of the accompanying proxy statement, the Rollover Shareholders beneficially own 8,850,075 Ordinary Shares of the Company and 7,150 Class A Preference Shares, which collectively represent approximately 14.8% of the total issued and outstanding Shares in the Company and approximately 61.2% of the total voting power of the outstanding Shares in the Company.

        After careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than the Chairman who abstained from the vote) (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the unaffiliated security holders of the Company as such terms are defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the "Unaffiliated Security Holders"), and it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and the Limited Guarantee by New Wave in favor of the Company pursuant to which New Wave will guarantee certain payment obligations of Parent and Merger Sub under the Merger Agreement (the "Limited Guarantee") and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval. The Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital, and the Adoption of Amended M&A, FOR the proposal to authorize members of the Special Committee and the Chief Financial Officer of the Company, to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, the Variation of Capital, and the Adoption of Amended M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

        Regardless of the number of Shares that you own, your vote is very important. The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Law) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. As of the date of this proxy statement, the Buyer Group beneficially owns in the aggregate 8,850,075 Ordinary Shares of the Company and 7,150 Class A Preference Shares, which collectively represent approximately

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14.8% of the total issued and outstanding Shares in the Company and approximately 61.2% of the total voting power of the outstanding Shares in the Company as of the date of this proxy statement. Accordingly, based on the total number of Shares expected to be issued and outstanding on the Share Record Date, and assuming that members of the Buyer Group vote all their Shares in favor of the special resolutions,                    Shares owned by the Unaffiliated Security Holders equal to approximately             % of the voting power of the entire issued and outstanding Shares as of the Share Record Date must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

        Regardless of whether you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed and returned to the Company's offices (to the attention of: Investor Relations Department) at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, no later than          a.m. (Beijing time),                   , being 48 hours before the time appointed for the extraordinary general meeting. The proxy card is the "instrument of proxy" and the "instrument appointing a proxy" as referred to in the Company's articles of association. The Rollover Shareholders will exercise their right as registered shareholders of the Company to demand poll voting at the meeting and accordingly voting will take place by poll voting. Each registered holder of Ordinary Shares has one vote for each Ordinary Share held as of 5 p.m. Cayman Islands time on the Share Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

        Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

        If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

        When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of such shareholders. If no specific instructions are given by such shareholders, such Shares will be voted "FOR" the proposals as described above, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

        Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands in accordance with Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law") if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to the accompanying proxy statement. The fair value of their Shares as determined by the Grand Court of the Cayman Islands under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters' rights with respect to their Shares.

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        If you have any questions or need assistance voting your Shares, please call our Investor Relations Department at +86 10 5898 3336.

        The Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

        Notes:

1.

In the case of joint holders, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he or she were solely entitled thereto, but if more than one of such joint holders be present at the extraordinary general meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holders.



2.

The instrument appointing a proxy must be in writing under the hand of the appointer or of his or her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.



3.

A proxy need not be a member (registered shareholder) of the Company.



4.

The proxy card must be deposited in the manner set out in the notice of the extraordinary general meeting. A proxy card that is not deposited in the manner permitted will be invalid.



5.

Votes given in accordance with the terms of a proxy card will be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation was received by the Company at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, Attention: Investor Relations Department, at least two hours before the commencement of the extraordinary general meeting, or adjourned meeting at which such proxy is used.

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PROXY STATEMENT

Dated                 
SUMMARY VOTING INSTRUCTIONS

        Ensure that your shares of Sina Corporation can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

        If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

        If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

        If you submit your proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

        If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact our Investor Relations Department at +86 10 5898 3336.

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SUMMARY TERM SHEET

        This "Summary Term Sheet" and the "Questions and Answers About the Extraordinary General Meeting and the Merger" highlight selected information contained in this proxy statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below). You should carefully read this entire proxy statement and the other documents to which this proxy statement refers for a more complete understanding of the matters being considered at the extraordinary general meeting. In addition, this proxy statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this proxy statement and you may obtain such information without charge by following the instructions in "Where You Can Find More Information" beginning on page 101. In this proxy statement, the terms "the Company," "us," "we" or other terms correlative thereto refer to Sina Corporation. All references to "dollars", "US$" and "$" in this proxy statement are to U.S. dollars, and all references to "RMB" in this proxy statement are to Renminbi, the lawful currency of the People's Republic of China.

The Parties Involved in the Merger

The Company

        The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a leading online media company serving China and the global Chinese communities.

        Our principal executive offices are located at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The Company's telephone number at this address is +86 10 8262 8888.

        For a description of the Company's history, development, business and organizational structure, please see the Company's Annual Report on Form 20-F for the year ended December 31, 2019 filed on April 29, 2020 (the "Company's Annual Report"), which is incorporated herein by reference. Please see "Where You Can Find More Information" beginning on page 101 for a description of how to obtain a copy of the Company's Annual Report.

Mr. Charles Guowei Chao

        Mr. Charles Guowei Chao (the "Chairman") is the chairman and the chief executive officer of the Company. The Chairman is a citizen of the United States of America. The business address of the Chairman is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

New Wave

        New Wave MMXV Limited ("New Wave") is a company with limited liability incorporated under the laws of the British Virgin Islands. New Wave is an investment holding company. The Chairman is the sole director of New Wave. The business address of New Wave is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

Parent

        New Wave Holdings Limited ("Parent") is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly owned by New Wave. Parent was formed for the purpose of holding the equity interest in Merger Sub and arranging, entering into and completing the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (the

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"Transactions"). The business address of Parent is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

Merger Sub

        New Wave Mergersub Limited ("Merger Sub") is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly owned by Parent. Merger Sub was formed for the purpose of arranging, entering into and completing the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger. The business address of Merger Sub is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

        Throughout this proxy statement, the Chairman, New Wave, Parent, and Merger Sub are collectively referred to as the "Buyer Group," and Parent and Merger Sub are collectively referred to as the "Parent Parties."

        During the last five years, none of the persons referred to above under the heading "The Parties Involved in the Merger," or the respective directors or executive officers of the Company, members of the Buyer Group and their affiliates as listed in Annex H of this proxy statement has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The Merger (Page 72)

        You are being asked to vote to authorize and approve the Agreement and Plan of Merger dated as of September 28, 2020 among the Company, Parent and Merger Sub (the "Merger Agreement"), and the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands (the "Cayman Registrar"), in connection with the Merger (the "Plan of Merger"), pursuant to which, once the Merger Agreement and the Plan of Merger are approved and authorized by the requisite vote of the shareholders of the Company and the other conditions to the completion of the transactions contemplated by the Merger Agreement are satisfied or waived in accordance with the terms of the Merger Agreement, Merger Sub will be merged with and into the Company and cease to exist (the "Merger"), with the Company continuing as the surviving company (the "Surviving Company"). The Surviving Company will be wholly owned by Parent, and will continue to do business under the name "Sina Corporation" following the Merger. Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this proxy statement, are the legal documents that govern the Merger.

Merger Consideration (Page 73)

        Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ordinary share of the Company, par value US$0.133 per share (each, an "Ordinary Share") issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) and Dissenting Shares (as defined below), will be cancelled in exchange for the right to receive US$43.30 in cash per Ordinary Share without interest (the "Per Share Merger Consideration"). Notwithstanding the foregoing, if the Merger is completed, the following shares will be cancelled and cease

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to exist at the Effective Time but will not entitle the holders thereof to receive the consideration described in the immediately preceding sentence:

(a)

(i) 8,850,075 Ordinary Shares and 7,150 Class A preference shares, par value $1.00 per share (each, a "Class A Preference Share" and, together with the Ordinary Shares, the "Shares") beneficially owned (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") by the Rollover Shareholders as of September 28, 2020, and any other Shares that may be acquired by any Rollover Shareholder between September 28, 2020 and the Effective Time (together, the "Rollover Shares"), (ii) Shares held by the Buyer Group and its affiliates, and (iii) Shares held by the Company or any Subsidiary (as defined under the Merger Agreement) of the Company or held in the Company's treasury, in each case, immediately prior to the Effective Time, such Shares will be cancelled and cease to exist at the Effective Time without payment of any consideration or distribution therefor (collectively, the "Excluded Shares"); and



(b)

Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger (the "Dissenting Shares") in accordance with Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law") will be cancelled and cease to exist at the Effective Time and the holders of such Dissenting Shares shall be entitled to receive only the payment of the fair value of their Dissenting Shares as determined by the Grand Court of the Cayman Islands (the "Grand Court") in accordance with the provisions of Section 238 of the Cayman Islands Companies Law.

Treatment of Company Share Awards (Page 73)

        At the Effective Time, each option (each, a "Company Option") to purchase Shares granted under the Amended and Restated 2007 Share Incentive Plan of the Company, the 2015 Share Incentive Plan of the Company and the 2019 Share Incentive Plan of the Company (collectively, the "Company Share Plans"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each restricted share unit granted under the Company Share Plans (each, a "Company RSU"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

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Purposes and Effects of the Merger (Page 45)

        The purpose of the Merger is to enable the Buyer Group to acquire 100% ownership and control of the Company in a transaction in which the Company's shareholders, other than holders of the Excluded Shares and Dissenting Shares, will be cashed out in exchange for the Per Share Merger Consideration, so that the Buyer Group will bear the rewards and risks of the ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company's operations or acquisitions of other businesses. See "Special Factors—Purposes of and Reasons for the Merger" beginning on page 45 for additional information.

        The Ordinary Shares are currently listed on NASDAQ under the symbol "SINA." Following the consummation of the Merger, the Company will cease to be a publicly traded company and will be a privately held company wholly owned by the Buyer Group. Following the completion of the Merger, the Ordinary Shares will no longer be listed on any securities exchange or quotation system, including NASDAQ, and price quotations with respect to sales of the Ordinary Shares in the public market will no longer be available. In addition, registration of Ordinary Shares under the Exchange Act may be terminated upon the Company's application to the United States Securities and Exchange Commission (the "SEC") if Ordinary Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Ordinary Shares. Ninety days after the filing of Form 15 in connection with the completion of the Merger or such shorter period as may be determined by the SEC, registration of the Ordinary Shares under the Exchange Act will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. Following the completion of the Merger, the Company's shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide to shareholders of public companies, including reporting obligations for directors, officers and principal securities holders of the Company. See "Special Factors—Effects of the Merger on the Company" beginning on page 46 for additional information.

Plans for the Company after the Merger (Page 49)

        After the Effective Time, the Buyer Group anticipates that the Company's operations will be conducted substantially as they are currently being conducted, except that the Company will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent, which itself is wholly owned by New Wave.

Position of the Buyer Group as to the Fairness of the Merger (Page 31)

        Each member of the Buyer Group believes that the Merger is fair, both substantively and procedurally, to the unaffiliated security holders of the Company as such terms are defined in Rule 13e-3 of the Exchange Act (the "Unaffiliated Security Holders"). Their belief is based upon the factors discussed under the section entitled "Special Factors—Position of the Buyer Group as to the Fairness of the Merger" beginning on page 31.

        Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13E-3 and related rules under the Exchange Act. The views of each member of the Buyer Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder of the Company as to how that shareholder should vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.

Financing of the Merger (Page 52)

        The Company and the Buyer Group estimate that the total amount of funds necessary to complete the Merger and the related transactions, including payment of fees and expenses in connection with the

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Merger, would be approximately US$2.2 billion, assuming no exercise of dissenter rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Group did not consider the value of the Rollover Shares which will, in connection with and concurrently with the closing of the Merger at the Effective Time, be cancelled for no consideration in the Merger, and the Chairman in lieu of receiving US$43.30 per share held by him will be issued newly issued shares of New Wave pursuant to the Support Agreement (as defined below).

        The Buyer Group expects this amount to be provided through a combination of debt financing and equity financing, as well as available unrestricted cash in U.S. dollars from the Company in accordance with the terms set forth in the Merger Agreement. Each of China Minsheng Banking Corp., Ltd. Shanghai Branch and China Minsheng Banking Corp., Ltd. Hong Kong Branch (collectively, the "Lenders") has committed to provide US$1,248,000,000 and US$832,000,000, respectively, pursuant to its respective debt commitment letter dated September 27, 2020 and September 28, 2020, respectively (each a "Debt Commitment Letter" and, collectively, the "Debt Commitment Letters"), delivered by each of the Lenders to New Wave. The Chairman has committed to provide US$126,942,675 in equity financing pursuant to an equity commitment letter, dated as of September 28, 2020 (the "Equity Commitment Letter"), by and between New Wave and the Chairman. See "Special Factors—Financing of the Merger" beginning on page 52 for additional information.

Support Agreement (Page 55)

        Concurrently with the execution of the Merger Agreement, the Rollover Shareholders and Parent entered into a rollover and support agreement (the "Support Agreement"), pursuant to which the parties have agreed that (i) the Rollover Shares shall be cancelled for no consideration, (ii) the Chairman shall subscribe for the number of newly issued ordinary shares of New Wave as set forth in the Support Agreement, and (iii) the Rollover Shareholders shall vote the Rollover Shares in favor of the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, in each case, upon the terms and conditions set forth therein. See "Special Factors—Support Agreement" beginning on page 55 for additional information.

Limited Guarantee (Page 54)

        Concurrently with the execution and delivery of the Merger Agreement, New Wave executed and delivered a limited guarantee in favor of the Company (the "Limited Guarantee"), pursuant to which New Wave agrees to guarantee the payment obligations of the Parent Parties under the Merger Agreement for the Parent Termination Fee and certain cost and expenses that, in each case, may become payable to the Company by the Parent Parties under certain circumstances and subject to the terms and conditions as set forth in the Merger Agreement. See "Special Factors—Limited Guarantee" beginning on page 54 for additional information.

Opinion of the Special Committee's Financial Advisor (Page 37)

        The Special Committee retained Morgan Stanley Asia Limited ("Morgan Stanley") to provide it with financial advisory services and a financial opinion in connection with the Merger. The Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the business and the relevant industry. At the meeting of the Special Committee on September 28, 2020, Morgan Stanley rendered its oral opinion to the Special Committee, and subsequently confirmed in writing by delivery of Morgan Stanley's written opinion dated September 28, 2020, to the Special Committee, that as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Merger Consideration to be received by the holders of the Ordinary Shares (other than Parent

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and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders.

        Morgan Stanley's opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of Ordinary Shares (other than Parent and its affiliates), and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Morgan Stanley's opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement. You are encouraged to read Morgan Stanley's opinion carefully. The written opinion sets forth, among other things, the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Morgan Stanley in rendering its opinion. However, neither Morgan Stanley's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any holder of the Ordinary Shares and the Class A Preference Shares as to how to act or vote with respect to any matter relating to the Merger. See "Special Factors—Opinion of the Special Committee's Financial Advisor," beginning on page 37 for additional information.

Interests of the Company's Executive Officers and Directors in the Merger (Page 56)

        In considering the recommendation of the Special Committee and the Board, the Company's shareholders should be aware that certain of the Company's directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of the Company's shareholders generally. These interests include:

•

the beneficial ownership of equity interests in Parent by the Chairman as a result of the Merger (if approved and consummated);



•

the potential enhancement or decline of the share value of the Surviving Company, of which the Chairman will have beneficial ownership as a result of the completion of the Merger, and future performance of the Surviving Company;



•

the cash-out of vested Company Options and vested Company RSUs held by the directors and executive officers of the Company;



•

continued indemnification rights and directors and officers liability insurance to be provided by the Surviving Company to former directors and officers of the Company pursuant to the Merger Agreement;



•

the compensation at a rate of US$50,000 per month for each member of the Special Committee in exchange for his services in such capacity (the payment of which is not contingent upon the closing of the Merger or the Special Committee's or the Board's recommendation of the Merger); and



•

the expected continuation of service of the executive officers of the Company with the Surviving Company in positions that are substantially similar to their current positions, allowing them to benefit from remuneration arrangements with the Surviving Company.

        The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See "Special Factors—Interests of Certain Persons in the Merger" beginning on page 56 for additional information.

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Conditions to the Merger (Page 85)

        The consummation of the Merger is subject to the satisfaction or waiver (where permissible under applicable law) of the following conditions:

•

the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, being authorized and approved by the affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the shareholders meeting or any adjournment or postponement thereof (the "Requisite Company Vote"); and



•

no governmental authority of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law or order that has or would have the effect of enjoining, restraining, prohibiting or otherwise making illegal the consummation of the Merger.

        The obligations of the Parent Parties to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions:

•

the representations and warranties of the Company in the Merger Agreement being true and correct as of the date of the Merger Agreement and as of the closing of the Merger, subject to certain qualifications;



•

the Company having performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the closing date of the Merger;



•

the holders of no more than 10% of the Shares having validly served and not validly withdrawn a notice of dissent under Section 238(2) of the Cayman Islands Companies Law;



•

there not having been any Company Material Adverse Effect since the date of the Merger Agreement that is continuing; and



•

the Company having delivered to Parent a certificate, dated the closing date, signed by a senior executive officer of the Company, certifying as to the satisfaction of the conditions above.

        The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions:

•

the representations and warranties of the Parent Parties in the Merger Agreement being true and correct as of the date of the Merger Agreement and as of the closing of the Merger, subject to certain qualifications;



•

the Parent Parties having performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by each of them on or prior to the closing date of the Merger; and



•

Parent having delivered to the Company a certificate, dated the closing date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions above.

Termination of the Merger Agreement (Page 86)

        The Merger Agreement may be terminated at any time prior to Effective Time:

(a)

by mutual written consent of Parent and the Company;



(b)

by either the Parent or the Company, if:



•

the Effective Time having not occurred on or before June 28, 2021 (the "Long Stop Date");

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•

any governmental authority of competent jurisdiction having enacted, issued, promulgated, enforced or entered any final and non-appealable law or order, which has the effect of preventing, prohibiting or otherwise making illegal consummation of the Merger;



•

the Requisite Company Vote having not been obtained at the Shareholders Meeting (as defined below) duly convened therefor and concluded or at any adjournment or postponement thereof,

in each case, provided that, this termination right is not be available to any party whose failure (or, in the case of Parent, the failure of Parent or Merger Sub) to fulfill any of its obligations under the Merger Agreement has been a primary cause of, or resulted in, the failure of the Merger to be consummated by the Long Stop Date or the applicable condition(s) being satisfied;

(c)

by the Company, upon:



•

a Parent Breach Termination Event;



•

a Parent Failure to Close Termination Event;



•

a Superior Proposal Termination Event; or



•

an Intervening Event Termination Event;



(d)

by Parent, upon any Parent Termination Event,

        each as defined in the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 86.

U.S. Federal Income Tax Consequences (Page 60)

        The receipt of cash pursuant to the Merger or through the exercise of dissenters' rights in connection with the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. Special rules will apply if you are a "U.S. Holder" and the Company was or currently is a passive foreign investment company, or "PFIC." See "Special Factors—U.S. Federal Income Tax Consequences" beginning on page 60. The tax consequences of the Merger or the exercise of dissenters' rights to you will depend upon your personal circumstances. You should consult your tax advisors for a full understanding of the U.S. federal, state, local, foreign and other tax consequences of the Merger to you.

PRC Income Tax Consequences (Page 63)

        The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the "EIT Law") or that the gains recognized on the receipt of cash for the Shares should otherwise be subject to PRC tax to holders of such Shares that are not PRC tax residents. However, there is uncertainty regarding whether the PRC authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gains recognized on the receipt of cash for our Shares pursuant to the Merger by the shareholders who are not PRC residents could be treated as PRC-source income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, even in the event that the Company is not considered a resident enterprise, gains recognized on the receipt of cash for Shares will be subject to PRC tax if the holders of such Shares are PRC residents. The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company (as purchaser and withholding agent) will not withhold any PRC tax (under Bulletin 7 and Bulletin 37) from the Merger consideration to be paid to holders of Shares. You should consult your own tax advisor for a

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full understanding of the tax consequences of the Merger to you, including any PRC tax consequences. See "Special Factors—PRC Income Tax Consequences" beginning on page 63 for additional information.

Cayman Islands Tax Consequences (Page 64)

        The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for the Shares under the terms of the Merger Agreement. This is subject to the qualification that (a) Cayman Islands stamp duty may be payable if any original transaction documents are brought to or executed or produced before a court in the Cayman Islands (for example, for enforcement), (b) registration fees will be payable to the Cayman Registrar to register the Plan of Merger and (c) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette. See "Special Factors—Cayman Islands Tax Consequences" beginning on page 64 for additional information.

Regulatory Matters (Page 60)

        The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than the approvals, filings or notices required under the federal securities laws and the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Law) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette. See "The Merger Agreement—Conditions to the Merger" beginning on page 85 for additional information.

Litigation Related to the Merger (Page 59)

        We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or the Transactions, including the Merger.

Accounting Treatment of the Merger (Page 59)

        The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 "Business Combinations," initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:

When and where will the extraordinary general meeting be held?

A:

The extraordinary general meeting will take place on                 , at              a.m. (Beijing time) at                 .

Q:

What am I being asked to vote on?

A:

You will be asked to consider and vote on the following proposals:

•

as a special resolution, that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the (i) Merger, (ii) the variation of the authorized share capital of the Company from US$23,700,000 divided into 150,000,000 ordinary shares of US$0.133 par value per share and 3,750,000 preference shares of $1.00 par value per share each to authorized share capital of the Company of US$23,700,000 divided into 237,000,000 ordinary shares of US$0.1 par value per share (the "Variation of Capital"), and (iii) the adoption of the new amended and restated memorandum and articles of association in the form attached as Appendix II to the Plan of Merger (the "Adoption of Amended M&A"), be authorized and approved;

•

as a special resolution, that each of the members of the Special Committee and the Chief Financial Officer of the Company, be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

•

if necessary, as an ordinary resolution, that the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Q:

When do you expect the Merger to be completed?

A:

We are working toward consummating the Merger as soon as possible and currently expect the Merger to consummate during the first quarter of 2021, after all conditions to the Merger have been satisfied or waived.

Q:

How does the Board recommend that I vote on the proposals?

A:

After careful consideration, and upon the unanimous recommendation of the Special Committee, the Board (other than the Chairman who abstained from the vote) recommends you to vote:

•

FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A;

•

FOR the proposal to authorize each of the members of the Special Committee and the Chief Financial Officer of the Company, to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

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•

FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Q:

How do I vote if my Shares are registered in my name?

A:

If Shares are registered in your name as of 5 p.m. Cayman Islands time on                  (the "Share Record Date"), you should simply indicate on your proxy card how you want to vote, and sign and mail your proxy card in the accompanying return envelope as soon as possible so that it is received by the Company no later than              a.m. (Beijing time),                 , being 48 hours before the time appointed for the extraordinary general meeting, which is the deadline to lodge your proxy card, so that your Shares may be represented and voted at the extraordinary general meeting.

Alternatively, you can attend the extraordinary general meeting and vote in person. To attend the extraordinary general meeting, you must present certain documents to verify your identities, such as your identification card or passport and your share certificate. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Shares represented by your proxy will be voted FOR each of the proposals to be voted on at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If your Shares are held by your broker, bank or other nominee, please see below for additional information.

Q:

If my Shares are held in a brokerage, bank or other securities account, will my broker, bank or other securities intermediary vote my Shares on my behalf?

A:

Your broker, bank or other securities intermediary will only vote your Shares or give voting instruction with respect to Shares on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or other securities intermediary regarding how to instruct it to vote your Shares. If you do not instruct your broker, bank or other securities intermediary how to vote your Shares that it holds, those Shares will not be voted.

Q:

What will happen if I abstain from voting or fail to vote on the proposal to authorize and approve the Merger Agreement?

A:

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank, or other securities intermediary, your vote will not be counted.

Q:

May I change my vote?

A:

Yes. If you are a holder of Shares, you may change your vote in one of the following three ways:

•

First, you may revoke a proxy by written notice of revocation given to the chairman of the extraordinary general meeting at least two hours before the commencement of the extraordinary general meeting. Any written notice revoking a proxy should also be sent to the Company's offices at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, Attention: Investor Relations Department, at least two hours before the commencement of the extraordinary general meeting.

•

Second, you may complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to the Company so that it is received by the Company no later

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than              a.m. (Beijing time) on                 , being 48 hours before the time appointed for the extraordinary general meeting which is the deadline to lodge your proxy card.

•

Third, you may attend the extraordinary general meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the extraordinary general meeting.


If you hold your Shares through a broker, bank or other securities intermediary and you have instructed your broker, bank or other securities intermediary to vote your Shares, you must follow directions received from the broker, bank or other securities intermediary to change your instructions.

Q:

What should I do if I receive more than one set of voting materials?

A:

If you are a holder of record and your Shares are registered in more than one name, you will receive more than one proxy or voting instruction or voting instruction card. Please submit each proxy card that you receive.

Q:

If I am a holder of certificated Shares, should I send in my Share certificates now?

A:

No, please do not send in your certificates now. After the Merger is completed, holders of certificated Shares will be sent a form of letter of transmittal with detailed written instructions for exchanging your share certificates for the Per Share Merger Consideration.

All holders of uncertificated Shares will automatically receive their net merger consideration shortly after the Merger is completed without any further action required on the part of such holders.

Q:

Am I entitled to dissenters' rights?

A:

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to this proxy statement. The fair value of each of their Shares as determined by the Grand Court under the Cayman Islands Companies Law could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters' rights with respect to their Shares.

We encourage you to read the section of this proxy statement entitled "Dissenters' Rights" beginning on page 91 as well as "Annex G—Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised)—Section 238" to this proxy statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters' rights.

Q:

What do I need to do now?

A:

We urge you to read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affects you as a shareholder. After you have done so, please vote as soon as possible.

Q:

Will any proxy solicitors be used in connection with the extraordinary general meeting?

A:

We have not retained a third-party service provider to assist in the solicitation process. We will ask banks, brokers and other securities intermediaries to forward our proxy solicitation materials to the beneficial owners of Shares. In addition, proxies may be solicited by mail, in person, by telephone, by

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internet or by facsimile by certain of our officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. We will pay all expenses of filing, printing and mailing this proxy statement.

Q:

Who can help answer my questions?

A:

If you have any questions about the Merger or if you need additional copies of this proxy statement or the accompanying proxy card, you should contact our Investor Relations Department at +86 10 5898 3336.

        In order for you to receive timely delivery of any additional copy of this proxy statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

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SPECIAL FACTORS

Background of the Merger

        Most of the events leading to the execution of the Merger Agreement described in this "Background of the Merger" occurred in the PRC. As a result, all dates and times referenced in this Background of the Merger refer to Beijing Time.

        The Board and senior management of the Company periodically review the Company's long-term strategic plans with the goal of maximizing stockholder value. As part of this ongoing process, the Board and senior management have, from time to time, considered strategic alternatives that may be available to the Company. New Wave, as an existing shareholder of the Company, has also from time to time evaluated the Company's business and financial condition, market conditions and other developments relevant to the Company and its prospects.

        On July 6, 2020, New Wave submitted a preliminary non-binding proposal letter (the "Proposal") to the Board, proposing to acquire all of the outstanding Ordinary Shares of the Company not already owned by New Wave for US$41 per Ordinary Share in cash in a going private transaction (the "Proposed Transaction"), subject to certain conditions. New Wave indicated its intention to finance the Proposed Transaction with a combination of debt and equity capital. Shortly before its submission of the Proposal, New Wave consulted Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") on general processes of a potential going private transaction, and engaged Skadden as the its U.S. legal counsel in connection with the Proposed Transaction.

        Later on the same date, the Board convened a meeting by telephone to discuss the Proposal. During the meeting, the attending directors discussed the various qualifications of the directors of the Company to serve on a special committee of the Board to evaluate the Proposal. After the discussion, the Board determined that it was in the best interests of the Company and its shareholders to establish a special committee of independent directors (the "Special Committee") and thus established the Special Committee to consider the Proposal, consisting of independent directors Mr. Song Yi Zhang, Mr. Yichen Zhang and Mr. Yan Wang, with Mr. Song Yi Zhang serving as the chairman of the Special Committee. The Special Committee was granted, by way of a unanimous vote cast by all members of the Board present at the meeting, the power and authority to, among other things, (i) negotiate the Proposed Transaction or any alternative transaction and exercise its exclusive authority to agree to proposed terms on behalf of the Company, (ii) retain any legal counsel, financial advisor, and other consultants and agents as the Special Committee deems appropriate to assist it in discharging its responsibilities, (iii) access all books, records, and other information and documents of or in the possession of the Company or available to the Company as the Special Committee in its sole discretion deems necessary or desirable to assist it in its evaluation of the Proposal or any alternative transaction, (iv) explore, investigate, and consider any alternative transaction and matters related thereto as the Special Committee deems appropriate, (v) reject the Proposal or any alternative transaction if the Special Committee determines such transaction is not fair to and in the best interests of the Company's shareholders in general or the shareholders other than New Wave in particular, or if the Special Committee determines the other alternatives, including not entering into any similar transaction, are more advisable, and (vi) exercise any other power that the Special Committee may determine is necessary, proper or advisable to permit the Special Committee to effectively assist the Board in determining whether the Proposal or any alternative transaction is fair to and in the best interests of the Company's shareholders in general or the shareholders other than New Wave in particular.

        On the same date, the Company issued a press release announcing its receipt of the Proposal and establishment of the Special Committee, and furnished the press release as an exhibit to its current report on form 6-K with the SEC.

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        On July 10, 2020, the Chairman and New Wave filed an amendment to the Schedule 13D with the SEC in connection with the Proposal.

        From mid-July to mid-September 2020, representatives of the Buyer Group and Skadden had extensive discussions with representatives of China Minsheng Banking Corp., Ltd. ("CMBC") regarding the feasibility of providing debt financing for the Proposed Transaction, the structure of the Proposed Transaction and terms and conditions of proposed term loan facilities.

        Over the course of July 2020, the Special Committee considered proposals from and conducted interviews with multiple law firms and investment banks that had expressed interest in being considered for the roles of the U.S. legal counsel and the financial advisor to the Special Committee, respectively. After due consideration of the qualifications, experience, reputation and other characteristics of each potential legal counsel candidate and each potential financial advisor candidate, the Special Committee retained Gibson, Dunn & Crutcher LLP ("Gibson Dunn") as its U.S. legal counsel, and Morgan Stanley Asia Limited ("Morgan Stanley") as its financial advisor, to assist the Special Committee in evaluating and negotiating the Proposed Transaction or any alternative transaction.

        On July 31, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. At the request of the Special Committee, Morgan Stanley discussed certain key considerations when evaluating a potential going private proposal. Members of the Special Committee discussed such considerations with representatives of Morgan Stanley and Gibson Dunn. Members of the Special Committee asked various questions, to which representatives of Morgan Stanley and Gibson Dunn responded. At the request of the Special Committee, Gibson Dunn made a presentation to the members of the Special Committee on their fiduciary duties under Cayman Islands law. Members of the Special Committee explicitly confirmed that none of them has any conflict of interest in relation to the Proposed Transaction and committed that each of them will act in the best interests of the Company and the Unaffiliated Security Holders. Members of the Special Committee asked various questions regarding their fiduciary duties to which representatives of Gibson Dunn responded. Members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley also discussed a draft confidentiality agreement to be entered into with the Rollover Shareholders, a draft Special Committee Charter, and immediate next steps, including having Morgan Stanley gather information from the Company relating to its financial analysis. Based on these discussions, members of the Special Committee instructed Gibson Dunn to circulate the draft confidentiality agreement to Skadden, and to finalize the confidentiality agreement and the draft Special Committee Charter in due course.

        On the same date following the special committee meeting, Gibson Dunn sent to Skadden an initial draft of the confidentiality agreement.

        On August 3, 2020, Skadden sent to Gibson Dunn the Buyer Group's comments on the confidentiality agreement.

        Between August 3 and August 6, 2020, Gibson Dunn and Skadden negotiated and finalized the confidentiality agreement.

        On August 7, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. At the request of the Special Committee, Morgan Stanley provided an update on the various work streams, including analyzing certain financial information of the Company for the purposes of its financial analysis. Gibson Dunn provided an update to the Special Committee that the confidentiality agreement to be entered into among the Company, the Special Committee and New Wave had been finalized and circulated to the relevant parties for execution. Gibson Dunn also reported that the Special Committee Charter had been finalized and proposed that the Special Committee approve and adopt the Special Committee Charter at the meeting. Members of the Special Committee subsequently unanimously approved and adopted the Special Committee Charter. Various other questions were raised by the Special Committee and discussed by Morgan Stanley and Gibson Dunn.

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        On August 10, 2020, the Company, at the direction of the Special Committee, the Special Committee and New Wave entered into the confidentiality agreement, which contains customary provisions restricting the New Wave's disclosure and use of confidential information relating to the Company or the Proposed Transaction and a 12-month "standstill" provision restricting New Wave from acquiring Shares of the Company without the Special Committee's consent. The confidentiality agreement also obligated New Wave to obtain the Special Committee's prior written approval before any person may participate in a consortium alongside New Wave in connection with the Proposed Transaction.

        On August 14, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley provided the Special Committee with an update on the progress of Morgan Stanley's financial analysis, and a description of the preliminary financing plan arranged by New Wave that had been communicated to Morgan Stanley. Representatives of Morgan Stanley informed the Special Committee of an email received by the Company on August 12, 2020 from a shareholder of the Company ("Shareholder A"), in which Shareholder A expressed dissatisfaction as to the adequacy of the US$41 per share price proposed by New Wave in the Proposal, and requested the Company to set up a meeting for Shareholder A with the Special Committee (the "Shareholder A's Initial Email"). Members of the Special Committee reiterated that they would act in the best interests of the Company and welcomed thoughts from shareholders on the Proposal. The Special Committee requested and authorized Morgan Stanley to reach out to Shareholder A to invite it to outline its thoughts in writing for further consideration by the Special Committee.

        At the same meeting, members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley also discussed, if there were to be a transaction, the potential benefits, advantages, limitations, and disadvantages of a pre-signing market check and/or post-signing "go-shop." Morgan Stanley and Gibson Dunn explained to the Special Committee the general market practice of a pre-signing market check and/or post-signing go-shop in similar going private transactions involving Cayman-domiciled companies where a buyer group owns more than 50% of the aggregate voting power. Members of the Special Committee asked various questions regarding these issues, which representatives of Gibson Dunn and Morgan Stanley answered.

        Following the Special Committee meeting, on the same date, Morgan Stanley requested by email Shareholder A to provide written comments and thoughts on the Proposed Transaction for the Special Committee's consideration.

        On August 17, 2020, Skadden sent an initial draft of the Merger Agreement to Gibson Dunn.

        On August 19, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, Morgan Stanley provided the Special Committee with an update on its overall financial analysis, including progress in relation to its valuation work. Morgan Stanley explained to the members of the Special Committee various methodologies that it intended to use for valuation purposes in connection with the Proposed Transaction. Members of the Special Committee asked various questions regarding valuation methodologies, which representatives of Morgan Stanley answered. Representatives of Morgan Stanley also discussed with members of the Special Committee certain potential alternatives (the "Alternative Transactions") to the Proposed Transaction, including, among other things, maintaining the Company's listing status on NASDAQ, exploring a potential sale of the Company or Weibo Corporation ("Weibo") to a third party buyer, a dividend recapitalization of the Company and a distribution of the Company's shares held in Weibo. Members of the Special Committee asked various questions, which representatives of Morgan Stanley and Gibson Dunn answered. Based on these discussions, the Special Committee instructed Morgan Stanley to reach out to New Wave and the management of the Company, respectively, to request additional information to facilitate the Special Committee's consideration of the feasibility and limitations of potential Alternative Transactions. At the request of the Special Committee, Morgan Stanley updated the Special Committee that it had not received any response from Shareholder A to its request.

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        Following the Special Committee meeting, on the same date, representatives of Morgan Stanley separately reached out to the Company's management and New Wave, raising certain information requests to facilitate the Special Committee's consideration and deliberation of the feasibility and limitations of the Alternative Transactions.

        On August 20, 2020, Gibson Dunn provided to the Special Committee an issues list listing the key issues in Skadden's initial draft of the Merger Agreement.

        On August 21, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. Morgan Stanley updated the Special Committee on its overall financial analysis, and its understanding of the status of preparation of the financial projections by the Company's management. Members of the Special Committee asked various questions, which representatives of Morgan Stanley answered. Representatives of Morgan Stanley also updated the Special Committee that it had not received any response from Shareholder A since responding to the Shareholder A's Initial Email and would further follow up to obtain its views. Members of the Special Committee and representatives from Gibson Dunn discussed the issues identified by Gibson Dunn in the initial draft of the Merger Agreement of August 17, 2020. Members of the Special Committee asked various questions regarding these issues, which Gibson Dunn answered. Members of the Special Committee also discussed some of these issues extensively among themselves. Based on these discussions, the Special Committee instructed (i) Gibson Dunn to prepare a markup of the initial draft of the Merger Agreement, and (ii) Morgan Stanley to conduct precedent analysis on certain issues, including the use of a pre-signing market check and/or post-signing "go-shop," existence of a "majority of the minority" vote requirement and the amounts of Company termination fee and reverse termination fee, in similar going private transactions.

        On August 26, 2020, representatives of Morgan Stanley held a telephonic meeting with Shareholder A to listen to its view of the Proposed Transaction, which conveyed that it felt the current offer price of US$41 per share was inadequate and there was substantial break-up value to the shareholders of the Company.

        On August 28, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, Morgan Stanley updated the Special Committee on the telephonic meeting with Shareholder A on August 26, 2020 and the Special Committee took note of such considerations, and requested that Morgan Stanley further convey to Shareholder A that their feedback has been received. Representatives of Morgan Stanley then reviewed with the Company the draft financial projections prepared by management of the Company and at the request of the Special Committee, walked the Special Committee through the draft financial projections. Members of the Special Committee asked various questions regarding the financial projections, which representatives of Morgan Stanley answered. Members of the Special Committee also discussed matters relating to the financial projections among themselves. Based on these discussions, the Special Committee approved such draft financial projections for use by Morgan Stanley for purposes of its financial analysis. Representatives of Morgan Stanley also provided an update on various methodologies that it intended to use for valuation purposes. Members of the Special Committee asked various questions regarding those valuation methodologies, which representatives of Morgan Stanley answered. Representatives of Morgan Stanley also updated the Special Committee that it had received written responses from the Buyer Group and the management of the Company, respectively, to various questions raised by Morgan Stanley at the direction of the Special Committee on August 19, 2020 for the purpose of facilitating the Special Committee's consideration and deliberation of the feasibility and limitations of the Alternative Transactions. New Wave informed Morgan Stanley that as the controlling shareholder of the Company, it had no intention to acquire the Company without Weibo or to break up the Company. The management of the Company provided information concerning potential legal and commercial implications of the Alternative Transactions. Morgan Stanley also reported to the Special Committee that neither the Company nor Morgan Stanley had received any indication of interest or inquiry with respect to a potential acquisition of the Company from any third party to date. Members of the Special Committee asked various questions

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regarding the respective responses from the Buyer Group and the Company and the feasibility and limitations of the Alternative Transactions, which representatives of Morgan Stanley and Gibson Dunn answered.

        At the same meeting, representatives of Morgan Stanley and Gibson Dunn discussed with the Special Committee the precedent analysis conducted by Morgan Stanley on the use of a pre-signing market check, a post-signing "go-shop" and a "majority of the minority" vote requirement, as well as the amounts of company termination fee and reverse termination fee, in similar going private transactions. Members of the Special Committee asked various questions, which representatives of Morgan Stanley and Gibson Dunn answered. The Special Committee then instructed Gibson Dunn to revise the draft of the Merger Agreement based on these discussions and circulate a revised Merger Agreement to Skadden. The Special Committee also instructed Morgan Stanley to request a price increase from the Buyer Group.

        On August 31, 2020, Gibson Dunn provided a markup of the draft Merger Agreement to Skadden. Gibson Dunn also requested Skadden to provide details of New Wave's equity financing plan.

        On the same date, representatives of Morgan Stanley held a telephonic meeting with a representative of New Wave. During the meeting, Morgan Stanley conveyed the Special Committee's requests for an increase of the purchase price and inclusion of a "majority of the minority" vote requirement, and at the request of the Buyer Group, provided the Special Committee's rationale for such requests. New Wave responded that it would consider and respond to the Special Committee's requests. New Wave also provided Morgan Stanley with the current debt financing status.

        On September 1, 2020, at the direction of the Special Committee, Morgan Stanley sent an email informing Shareholder A that its positions had been conveyed to the Special Committee and that the Special Committee welcomes any further thoughts that Shareholder A may have on the Proposed Transaction.

        On September 4, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley updated the Special Committee on its telephonic meeting with New Wave on August 31, 2020. Representatives of Morgan Stanley also further updated the Special Committee on the progress of its financial analysis. Members of the Special Committee asked various questions, which representatives of Morgan Stanley answered. At the request of the Special Committee, Morgan Stanley updated the Special Committee that it had not received any response from Shareholder A following its email to Shareholder A on September 1, 2020. Gibson Dunn informed the Special Committee that it still was waiting for an update from Skadden on New Wave's equity financing arrangement. Gibson Dunn also reported to the Special Committee that Gibson Dunn contacted the Company's management and its counsel for their input on certain provisions in the draft of the Merger Agreement. Members of the Special Committee asked questions regarding the Buyer Group's potential equity financing arrangements and the status of the draft of the Merger Agreement, which representatives of Gibson Dunn answered.

        On September 7, 2020, Skadden sent to Gibson Dunn an updated draft of the Merger Agreement.

        On the same date, Skadden communicated to Gibson Dunn that the Chairman would provide equity financing for the Proposed Transaction and be the only other consortium member alongside New Wave.

        On September 8, 2020, Gibson Dunn sent to Skadden an initial draft of the confidentiality agreement among the Company, the Special Committee and the Chairman, which was based on the New Wave confidentially agreement.

        On September 10, 2020, Gibson Dunn provided to the Special Committee an updated issues list covering the key issues in the updated draft of the Merger Agreement received from Skadden.

        On September 11, 2020, representatives of the Buyer Group communicated to representatives of Morgan Stanley that, in response to the Special Committee's requests for a price increase and inclusion of

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a "majority of the minority" vote requirement, the Buyer Group was prepared to increase its offer price to US$43 per share from its original offer price of $41 in its Proposal while rejecting the inclusion of a "majority of the minority" vote requirement in the Merger Agreement ("Buyer Group's Revised Position").

        Later on the same date, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley updated the Special Committee of Buyer Group's Revised Position. Members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley discussed Buyer Group's Revised Position extensively. Representatives of Morgan Stanley also orally updated the Special Committee on the status of its financial analyses, including, among other things, certain preliminary valuation considerations. Members of the Special Committee asked various questions, which representatives of Gibson Dunn and Morgan Stanley answered. The Special Committee then requested and authorized Morgan Stanley to communicate to the Buyer Group the Special Committee's request for a further improved purchase price of $45 per share, based on the discussions around preliminary valuation considerations, as well as certain other concessions from the Buyer Group if the Special Committee were to agree to not include the "majority of the minority" vote requirement. Gibson Dunn updated the Special Committee that Gibson Dunn had requested from Skadden initial drafts of ancillary agreements in connection with the Proposed Transaction, and that Gibson Dunn had negotiated and finalized with Skadden the confidentiality agreement among the Company, the Special Committee and the Chairman.

        At the same meeting, members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley discussed issues identified by Gibson Dunn in the updated draft of the Merger Agreement received from Skadden. Members of the Special Committee asked various questions, which representatives of Gibson Dunn and Morgan Stanley answered. Members of the Special Committee also discussed some of these issues extensively among themselves. Based on these discussions, the Special Committee authorized Gibson Dunn to reach out to Skadden to inquire about the Buyer Group's debt and equity financing arrangements and status and to negotiate the updated draft of the Merger Agreement with Skadden. The Special Committee further instructed Gibson Dunn to prepare a markup of the updated draft of the Merger Agreement to reflect the Special Committee's positions on various issues in the Proposed Transaction, following negotiating with Skadden.

        On September 11, 2020, representatives of Gibson Dunn and representatives of Skadden held a teleconference to discuss certain key issues raised in the updated draft of the Merger Agreement provided to Gibson Dunn on September 7, 2020.

        On the same date, Skadden sent to Gibson Dunn initial drafts of the Support Agreement and the Limited Guarantee.

        Between September 14, 2020 and September 15, 2020, Gibson Dunn and Skadden revised and exchanged drafts of the Merger Agreement.

        On September 14, 2020, representatives of Gibson Dunn and representatives of Skadden participated in a teleconference to discuss certain key issues raised in the initial drafts of the Support Agreement and the Limited Guarantee.

        On the same date, Skadden sent to Gibson Dunn the confidentiality agreement executed by the Chairman and an initial draft of the Equity Commitment Letter.

        Later on the same date, the Buyer Group and Skadden received from CMBC initial drafts of the Debt Commitment Letters prepared by King & Wood Mallesons, counsel to CMBC. These initial drafts did not yet contain term sheets setting forth in detail terms and conditions of the term loan facilities, and were prepared based on discussions between the Buyer Group and CMBC as well as CMBC's internal approval requirements. Skadden then provided a copy of those draft Debt Commitment Letters to Gibson Dunn for concurrent review.

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        Between September 14, 2020 and September 27, 2020, Skadden had multiple rounds of negotiations with the CMBC and King & Wood Mallesons on terms and conditions of the term loan facilities as set out in the draft Debt Commitment Letters.

        On September 15, 2020, Gibson Dunn provided Skadden with comments on the draft Debt Commitment Letters, and also requested to review the term sheets with respect to the term loan facilities.

        On September 16, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley reported to the Special Committee that it had spoken to a representative of the Buyer Group regarding the current debt financing status. During the same conversation, representatives of Morgan Stanley also followed up with the Buyer Group on its response to the Special Committee's requests for a further improved purchase price to $45 per share and certain other concessions from the Buyer Group, to which the representative of the Buyer Group responded that the Special Committee's requests were still under consideration by the Buyer Group. The Special Committee asked various questions, which Morgan Stanley answered. Representatives of Morgan Stanley also updated the Special Committee of the ongoing valuation analysis conducted. Members of the Special Committee asked various questions, which representatives of Morgan Stanley answered.

        At the same meeting, Gibson Dunn updated the Special Committee on the outstanding issues in the latest drafts of the Merger Agreement and various ancillary agreements, including draft Debt Commitment Letters from the debt financing sources of the Buyer Group. Members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley discussed the issues identified by Gibson Dunn. Members of the Special Committee asked various questions regarding these issues, which representatives of Gibson Dunn and Morgan Stanley answered. Based on these discussions, the Special Committee instructed Gibson Dunn to further negotiate the Merger Agreement and other ancillary agreements with Skadden in connection with the Proposed Transaction.

        On the same date, Gibson Dunn sent to Skadden revised drafts of the Support Agreement and the Limited Guarantee.

        On September 17, 2020, representatives of Gibson Dunn and representatives of Skadden participated in a teleconference to discuss the remaining key issues in Skadden's revised draft of the Merger Agreement.

        On the same date, Skadden received from King & Wood Mallesons updated drafts of the Debt Commitment Letters, including term sheets setting out detailed terms and conditions of the term loan facilities.

        Later on the same date, Gibson Dunn sent to Skadden a revised draft of the Equity Commitment Letter.

        Between September 19, 2020 and September 27, 2020, Gibson Dunn and Skadden continued to negotiate and substantially finalized the terms of the Merger Agreement, and the Equity Commitment Letter, the Support Agreement and the Limited Guarantee (collectively, the "Ancillary Agreements").

        On September 20, 2020, Skadden sent to Gibson Dunn revised drafts of the Debt Commitment Letters and redacted copies of the term sheet with respect to the term loan facilities from CMBC.

        On September 22, 2020, Gibson Dunn provided Skadden with comments on the updated draft Debt Commitment Letters and the term sheets annexed thereto, including comments with respect to the conditions precedent to the obligations of the Lenders to provide the debt financing under the Debt Commitment Letters.

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        On September 25, 2020, representatives of the Buyer Group communicated to representatives of Morgan Stanley that the Buyer Group expected to receive executed Debt Commitment Letters from the Lenders on or before September 28, 2020.

        Later on the same date, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, Gibson Dunn updated the Special Committee that Gibson Dunn and Skadden had substantially finalized the terms of the Merger Agreement and the Ancillary Agreements other than the purchase price and the available cash construct, which allows the Buyer Group to use a portion of the Company's available unrestricted cash as a source of funding for the merger consideration (the "Available Cash Construct"). Representatives of Gibson Dunn explained to the Special Committee various protective provisions in favor of the Company with respect to the Available Cash Construct that Gibson Dunn included in the most current markup of the Merger Agreement. Mr. Zhang, Chairperson of the Special Committee, informed Gibson Dunn and Morgan Stanley of the current status of the discussions with the Buyer Group on the purchase price. Specifically, Mr. Zhang reported that in a discussion between Mr. Zhang and the Chairman, the Chairman stated that the Buyer Group continues to explore the feasibility of the Special Committee's request to further improve its proposal, including arranging for additional debt and equity financing to fund a further price increase, and that the Buyer Group would deliver its best and final offer as soon as practicable. Representatives of Morgan Stanley also updated the Special Committee on its review of Buyer Group's debt and equity financing arrangements and the Buyer Group's financial capacity.

        Later on the same date following the Special Committee meeting, the Buyer Group delivered to Mr. Zhang a revised offer of US$43.3 per Ordinary Share in cash and stated that it was the Buyer Group's "best and final offer."

        On September 28, 2020, Skadden delivered to Gibson Dunn the fully executed Debt Commitment Letters from the Lenders, as well as the redacted term sheets annexed thereto.

        Later on the same date, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. At the request of the Special Committee, Morgan Stanley reviewed and discussed its financial analyses. Thereafter, at the request of the Special Committee, Morgan Stanley verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by the delivery of Morgan Stanley's written opinion, dated September 28, 2020, addressed to the Special Committee) that, as of the date thereof and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Morgan Stanley in preparing its opinion, the Per Share Merger Consideration to be received by the holders of Ordinary Shares (other than Parent and its affiliates), pursuant to the Merger Agreement, is fair from a financial point of view to such holders. Please see "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37 for additional information regarding the financial analysis performed by Morgan Stanley and the opinion rendered by Morgan Stanley to the Special Committee. The full text of the written opinion of Morgan Stanley to the Special Committee, dated September 28, 2020, is attached as Annex F to this proxy statement. Thereafter, Gibson Dunn reviewed with the members of the Special Committee the key terms of the Merger Agreement, the Ancillary Agreements and the Debt Commitment Letters. Following a discussion of the terms of the Merger Agreement and the related transaction documents, as well as Morgan Stanley's presentation of its financial analysis and opinion, the Special Committee unanimously resolved to approve the proposed Merger Agreement, the Plan of Merger and the Limited Guarantee, each in the drafts presented to the Special Committee, and the transactions contemplated by the Merger Agreement, including the Merger, and recommend that the Board authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger.

        Following the meeting of the Special Committee, the Board convened, and based upon the unanimous recommendation of the Special Committee, and taking into account the other factors described below

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under the heading titled "Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board" beginning on page 24, the Board (with the Chairman abstaining) adopted resolutions approving the terms of the Merger Agreement and Limited Guarantee and the transactions contemplated thereby and resolutions recommending that the Company's shareholders vote to approve the terms of the Merger Agreement and Limited Guarantee.

        Later on the same date, the Company and the Buyer Group executed and delivered the Merger Agreement and the applicable Ancillary Agreements.

        Later on the same date, the Company issued a press release announcing the execution of the Merger Agreement and the Limited Guarantee, and furnished the press release as an exhibit to its current report on Form 6-K with the SEC.

        On September 29, 2020, the Chairman and New Wave filed an amendment to the Schedule 13D with the SEC in light of the entry into the definitive agreements for the Proposed Transaction.

        Neither the Company, the Special Committee nor Morgan Stanley has received further communications from Shareholder A since August 26, 2020.

Reasons for the Merger and Recommendation of the Special Committee and the Board

        The Special Committee and the Board believe that, as a privately held entity, the Company's management may have greater flexibility to focus on improving the Company's long-term financial performance without the pressures created by the public equity market's emphasis on short-term period-to-period financial performance.

        In addition, as an SEC-reporting company, the Company's management and accounting staff, which comprise a relatively small number of individuals, must devote significant time to SEC reporting and compliance matters. The Company is also required to disclose a considerable amount of business and financial information to the public, some of which would otherwise be considered competitively sensitive and would not be disclosed by a non-reporting company. As a result, our actual or potential competitors, customers, lenders and vendors would have ready access to such disclosed information, which may help them compete against us or make it more difficult for us to negotiate favorable terms with them, as the case may be.

        At a meeting on September 28, 2020, the Special Committee, after consultation with its financial advisor and legal counsel and due consideration, unanimously (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and to consummate the Transactions, including the Merger, and (b) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger.

        At a meeting on September 28, 2020, after careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than the Chairman who abstained from the vote), (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger, the Limited Guarantee and the consummation of the Transactions, including the Merger, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval.

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        In the course of reaching its determination, the Special Committee and the Board considered the following factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their decision to recommend the Merger Agreement and that the Merger is fair to the Unaffiliated Security Holders. These factors and potential benefits, which are not listed in any relative order of importance, are discussed below:

•

the Special Committee's and the Board's knowledge of the Company's business, financial condition, results of operations, prospects and competitive position and their respective belief that the Merger is financially more favorable to the Unaffiliated Security Holders than any other alternative reasonably available to the Company and the Unaffiliated Security Holders;



•

the challenges faced by the Company, including, among others:



•

increased competition in China's online media and social media services, mobile value-added services and Fintech services;



•

increased competition in China's online advertising market, in which a substantial majority of the Company's revenues are generated from;



•

the relative lack of meaningful growth opportunities for the Company's business in the areas of online media and social media services, and mobile value-added services;



•

uncertainties regarding the growth and profitability of the online media and social media services, mobile services, online advertising, online loan facilitation services and online payment industries in China;



•

slower recovery in the Company's online advertising revenue due to unfavorable supply and demand dynamics in the online advertising market and consequently intensified market competitions;



•

uncertainty regarding the future relationship between the United States and China with respect to trade policies, treaties, government regulations, tariffs and other key aspects;



•

the adverse impact of the outbreak of COVID-19 and uncertainty regarding the potential further impact of COVID-19 and of measures implemented by the Chinese central and local governments to control its spread, including travel restrictions, quarantines, temporary shutdowns of businesses, on the global and China economy and the Company's business, financial condition and results of operation;



•

the potential adverse effects on the Company's business, financial condition and results of operations caused by the general economic slowdown in China and globally and the challenges in the macroeconomic environment;



•

the estimated forecasts of the Company's future financial performance prepared by the Company's management, together with the Company's management's view of the Company's financial condition, results of operations, business, prospects and competitive position;



•

the current and historical market prices of the Ordinary Shares, and the fact that the Per Share Merger Consideration of US$43.30 offered to the Unaffiliated Security Holders representing a premium of approximately 18.1% to the closing price of the Ordinary Shares on July 2, 2020, the last trading day prior to the Company's announcement of its receipt of the preliminary non-binding "going-private" proposal from New Wave on July 6, 2020, and premiums of approximately 23.6% and 28.6% to the volume-weighted average traded price of the Ordinary Shares during the last one month and three months, respectively, prior to and including July 2, 2020;



•

the limited trading volume of the Ordinary Shares on NASDAQ;

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•

the costs of regulatory compliance for public companies;



•

the recognition that, as an SEC-reporting company, the Company's management and accounting staff, which comprises a relatively small number of individuals, must devote significant time to SEC reporting and compliance matters;



•

the elimination of the investor relations function at the Company, and associated cost savings;



•

the recognition that, as a privately held entity, the Company's management may have greater flexibility to focus on improving the Company's long-term financial performance without the pressures created by the public equity market's emphasis on short-term period-to-period financial performance;



•

the recognition that, as an SEC-reporting company, the Company is required to disclose a considerable amount of business and financial information to the public, some of which would otherwise be considered competitively sensitive and would not be disclosed by a non-reporting company and which may help our actual or potential competitors, customers, lenders and vendors compete against us or make it more difficult for us to negotiate favorable terms with them, as the case may be;



•

the possible alternatives to the Merger (including the possibility of continuing to operate the Company as an independent publicly traded entity and the perceived risks of that alternative), the range of potential benefits to the Unaffiliated Security Holders of the possible alternatives and the timing and the likelihood of accomplishing the goals of such alternatives, and the assessment by the Special Committee that none of these alternatives was reasonably likely to present superior opportunities for the Company and the Unaffiliated Security Holders or to create greater value for the Unaffiliated Security Holders than the Merger, taking into account the likelihood of execution as well as business, competitive, industry and market risks;



•

the fact that the consideration payable in the Merger is entirely in cash, which will allow the Unaffiliated Security Holders to immediately realize liquidity for their investment and provide them with certainty of the value of their Ordinary Shares;



•

the possibility that it could take a considerable period of time before the trading price of the Ordinary Shares would reach and sustain at least the Per Share Merger Consideration of US$43.30, as adjusted for present value, and the possibility that such value might never be obtained;



•

the negotiations with respect to the Per Share Merger Consideration and the Special Committee's determination that, following extensive negotiations with the Buyer Group, US$43.30 per Share was the highest price that the Buyer Group would agree to pay;



•

the likelihood that the Merger would be consummated based on, among other things (not in any relative order of importance):



•

the absence of any financing condition in the Merger Agreement;



•

the fact that Parent and Merger Sub had obtained equity and debt financing commitments for the Merger, the conditions to the financing and the reputation of the financing sources;



•

the likelihood and anticipated timing of consummating the Merger in light of the scope of the conditions to closing;



•

the Company's ability, in certain circumstances as set out in the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement, including the consummation of the Merger; and



•

the fact that the consummation of the Merger is not subject to any governmental or regulatory approvals;

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•

the fact that the Merger Agreement provides that, in the event of a failure of the Merger to be consummated under certain circumstances, Parent will pay the Company a termination fee of US$50 million (see "The Merger Agreement—Termination Fees" beginning on page 87 for additional information) and the guarantee of such payment obligation by New Wave pursuant to the Limited Guarantee;



•

the financial analysis reviewed by Morgan Stanley with the Special Committee, as well as the oral opinion of Morgan Stanley rendered to the Special Committee on September 28, 2020 (which was subsequently confirmed in writing by delivery of Morgan Stanley's written opinion, dated September 28, 2020, to the Special Committee), as to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by holders of Ordinary Shares (other than the Buyer Group), as of the date thereof, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Morgan Stanley in preparing its opinion (See "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37 for additional information);



•

the fact that, since the Company's announcement of its receipt of the preliminary non-binding "going-private" proposal from New Wave on July 6, 2020, and prior to the execution of the Merger Agreement, no third party had contacted the Company, the Special Committee or Morgan Stanley expressing an interest in exploring an alternative transaction with the Company;



•

the potential depreciation of the Renminbi and the resulting negative impact on the valuation of the Company in U.S. dollar terms; and



•

the potential impact of the proposed Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate on May 20, 2020, or any other similar bills or legislations that may prohibit the Company's Shares from trading on NASDAQ or other stock exchanges in the United States. If the proposed Holding Foreign Companies Accountable Act were also passed by the U.S. House of Representatives and signed into law by the U.S. President, it may result in potential prohibitions on the trading of the Ordinary Shares on NASDAQ or other stock exchanges in the United States, if, among others, the Company's financial statements have been audited by an accounting firm branch or office that is not subject to the Public Company Accounting Oversight Board's inspection for a period of three consecutive years.

        In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Unaffiliated Security Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders, which procedural safeguards include the following, which are not listed in any relative order of importance:

•

the consideration and negotiation of the Merger Agreement was conducted entirely under the control and supervision of the Special Committee, which consists of three independent directors, and that no limitations were placed on the Special Committee's authority;



•

in considering the transaction with the Buyer Group, the Special Committee acted solely to represent the interests of the Unaffiliated Security Holders, and the Special Committee had full control of the extensive negotiations with the Buyer Group and their advisors on behalf of the Unaffiliated Security Holders;



•

all of the members of the Special Committee during the entire process were and are independent directors and free from any affiliation with any member of the Buyer Group; in addition, none of the members of the Special Committee has any financial interest in the Merger that is different from that of the Unaffiliated Security Holders other than the members' receipt of Board compensation in the ordinary course and the Special Committee compensation (which is not contingent on the completion of the Merger or the Special Committee's or the Board's

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recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under the Merger Agreement;

•

the Special Committee was assisted in negotiations with the Buyer Group and in its evaluation of the Merger by Morgan Stanley as its financial advisor and Gibson Dunn as its legal advisor;



•

The Special Committee was empowered to, among other things, review, evaluate and negotiate the terms of the Merger and to recommend to the Board what action should be taken by the Company, including not to engage in the Transactions, including the Merger;



•

the terms and conditions of the Merger Agreement were the product of extensive negotiations between the Special Committee and its advisors, on the one hand, and the Buyer Group and their advisors, on the other hand;



•

the Special Committee held meetings on multiple occasions to consider and review the terms of the Merger Agreement and the Transactions, including the Merger;



•

the recognition by the Special Committee that the Special Committee had no obligation to recommend the Merger or any other Transactions;



•

the fact that the Company is able, subject to compliance with the terms and conditions of the Merger Agreement, to terminate the Merger Agreement prior to the receipt of the approval of the Company's shareholders of the Merger Agreement and the transactions contemplated thereby at the shareholder meeting convened for such purpose (a) in order to enter into an alternative agreement with respect to an acquisition proposal that is a Superior Proposal or (b) in the event that the Board changes its recommendation of the Merger as required by directors' fiduciary duties in connection with an Intervening Event;



•

the ability of the Special Committee to change, withhold, withdraw, qualify or modify its recommendation that the shareholders vote to approve the Merger Agreement in the event of a Superior Proposal or an Intervening Event;



•

the ability of the Special Committee to evaluate bona fide, unsolicited alternative acquisition proposals that may arise between the date of the Merger Agreement and the date of the approval of the Merger by the Company's shareholders, to furnish confidential information to and conduct negotiations with such third parties and, in certain circumstances, to terminate the Merger Agreement, subject to the payment to the Parent Parties of a termination fee, and accept a Superior Proposal, consistent with the Special Committee's fiduciary obligations;



•

the availability of dissenters' rights to the Unaffiliated Security Holders who comply with all of the required procedures under the Cayman Islands Companies Law for exercising dissenters' rights, which allow such shareholders to receive payment of the fair value of their Shares as determined by the Grand Court.

        The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

•

approval of the Merger Agreement is not subject to the authorization and approval of holders of a majority of the Company's outstanding Shares unaffiliated with the Buyer Group and given that the Buyer Group holds approximately 61.2% of the voting power of the total issued and outstanding Shares as of the date of this proxy statement, the Buyer Group has the ability to substantially influence the outcome of the matters to be voted upon at the extraordinary general meeting unless the Unaffiliated Security Holders overwhelmingly vote against the proposal to authorize and approve the Merger Agreement;

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•

the inclusion of a condition to closing of the Merger, pursuant to which Parent or Merger Sub would not be required to close the Merger if the Company's shareholders holding 10% or more of the Shares exercise their dissenters' rights;



•

the significant portion of the voting power of the Shares owned by the Buyer Group, and the Chairman's participation in the Buyer Group, may have deterred, and may continue to deter, other potentially interested parties from proposing to acquire the Company at a price per Share that is higher than US$43.30;



•

the Unaffiliated Security Holders will have no on-going equity participation in the Company following the Merger, and they will cease to participate in the Company's future earnings or growth, if any, or to benefit from increases, if any, in the value of Shares, and will not participate in any potential future sale of the Company to a third party or any potential recapitalization of the Company, which could include a dividend to shareholders;



•

the restrictions on the conduct of the Company's business prior to the consummation of the Merger, which may delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company pending the consummation of the Merger;



•

the highest historical closing price of the Ordinary Shares (US$142.83) since the Company became publicly listed on NASDAQ in 2000 and the highest closing price of the Ordinary Shares (US$46.85) during the 52-week period prior to July 2, 2020, the last trading day prior to the date on which the Company announced its receipt of the Proposal, both exceed the Per Share Merger Consideration;



•

the risks and costs to the Company if the Merger is not consummated, including the diversion of management and employee attention, potential employee attrition and the potential disruptive effect on the Company's business and customer relationships;



•

the Company may be required, under certain circumstances, to pay Parent a termination fee of US$25 million in connection with termination of the Merger Agreement;



•

the Company's remedy in the event of a breach of the Merger Agreement by the Parent Parties is limited, under certain circumstances, to receipt of a reverse termination fee of US$50 million, and under certain circumstances the Company may not be entitled to a reverse termination fee or expenses at all;



•

the fact that members of the Buyer Group may have interests in the Merger that are different from, or in addition to, those of the Unaffiliated Security Holders (see "Special Factors—Interests of Certain Persons in the Merger" beginning on page 56 for additional information);



•

the possibility that the Merger might not be consummated and the negative impact of such a public announcement on the Company's sales and operating results, and the Company's ability to attract and retain key management, marketing and technical personnel; and



•

the taxability of an all-cash transaction to the Unaffiliated Security Holders who are U.S. Holders (as defined under "Special Factors—U.S. Federal Income Tax Consequences") for U.S. federal income tax purposes, and the likely taxability of such a transaction to the Unaffiliated Security Holders in other jurisdictions.

        The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes all material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members

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of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the Board authorize and approve, and the Board authorized and approved, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, based upon the totality of the information presented to and considered by it.

        The Special Committee and the Board noted that the authorization and approval of the execution of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are not subject to approval by a majority of the Unaffiliated Security Holders. Nevertheless, the Special Committee and the Board believe the Merger is procedurally fair to the Unaffiliated Security Holders because, among other things, (i) the majority-of-the-minority voting requirement is not customary in going-private transactions involving Cayman Islands companies, and (ii) various safeguards and protective measures have been adopted to ensure the procedural fairness of the Transactions, including without limitation (a) the Board's formation of the Special Committee and granting to the Special Committee of the authority to review, evaluate, and negotiate (and to ultimately either authorize or reject) the terms of the Merger Agreement, the Plan of Merger and the Transactions, (b) the Special Committee's retention of, and receipt of advice from, competent and experienced independent legal counsel and independent financial advisor for purposes of negotiating the terms of the Transactions and/or preparing a report concerning the fairness of the Transactions, (c) the execution of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, have been approved by all of the directors who are neither employees of the Company nor affiliated with the management of the Company or the Buyer Group, and (d) the right of the Company to evaluate bona fide unsolicited alternative acquisition proposals that may arise before the Company's shareholders vote upon the Merger.

        In reaching its conclusion regarding the fairness of the Merger to the Unaffiliated Security Holders and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Special Committee considered financial analyses presented by Morgan Stanley. These analyses included, among others, historical trading ranges, range of broker target prices, comparable companies analysis, precedent transactions analysis, sum-of-the-parts analysis, incorporating discounted cash flows, leveraged buyout analysis and leveraged recapitalization analysis. All of the material analyses as presented to the Special Committee on September 28, 2020 are summarized below under the section entitled "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37. The Special Committee and the Board expressly adopted these analyses and opinions, among other factors considered, in reaching their respective determination as to the fairness of the Transactions, including the Merger.

        Neither the Special Committee nor the Board considered the liquidation value of the Company's assets because each considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations. In addition, the Special Committee and the Board believe that the value of the Company's assets that might be realized in a liquidation would be significantly less than its going-concern value for the reasons that (i) liquidation sales generally result in proceeds substantially less than the sales of a going concern; (ii) it is impracticable to determine a liquidation value given the significant execution risk involved in any breakup of a company; (iii) an ongoing operation has the ability to continue to earn profit, while a liquidated company does not, such that the "going-concern value" will be higher than the "liquidation value" of a company because the "going concern value" includes the liquidation value of a company's tangible assets as well as the value of its intangible assets, such as goodwill; and (iv) a liquidation process would involve additional legal fees, costs of sale and other expenses that would reduce any amounts that shareholders might receive upon liquidation. Furthermore, the Company has no intention of liquidation and the Merger will not result in the liquidation of the Company. Each of the Special Committee and the Board believe the analyses and additional factors it reviewed provided an indication of the Company's going-concern value. Each of the Special Committee and the Board also considered the historical market prices of the Shares as described

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under the section entitled "Market Price of the Company's Shares, Dividends and Other Matters—Market Price of the Ordinary Shares" beginning on page 65. Each of the he Special Committee and the Board considered the purchase prices paid in previous purchases as described under "Transactions in the Shares" beginning on page 95.

        Neither the Special Committee nor the Board, however, consider the Company's net book value, which is defined as total assets minus total liabilities, attributable to the Company's shareholders, as a factor. The Special Committee and the Board believe that net book value is not a material indicator of the value of the Company as a going concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with larger companies in that industry. The Company's net book value per Share as of December 31, 2019 was approximately US$38.55 based on 68,450,187 Shares outstanding as of that date. The Company is not aware of any firm offers made by any unaffiliated person, other than the filing persons, during the past two years for (i) the Merger or consolidation of the Company with or into another company, (ii) the sale of all or a substantial part of the Company's assets or (iii) the purchase of the Company's voting securities that would enable the holder to exercise control over the Company.

        In reaching its determination that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Security Holders and its decision to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, by the Company's shareholders, the Board, on behalf of the Company, considered the analysis and factors described above under this section and under "Special Factors—Background of the Merger" and expressly adopted such determination, recommendation and analysis. During its consideration of the Merger Agreement and the Transactions, including the Merger, the Board was also aware that some of the Company's shareholders, including the Rollover Shareholders, including the Chairman, have interests with respect to the Merger that are, or may be, different from, or in addition to those of the Unaffiliated Security Holders generally, as described under the section entitled "Special Factors—Interests of Certain Persons in the Merger" beginning on page 56.

        Except as set forth under "Special Factors—Background of the Merger" beginning on page 16, "Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board" beginning on page 24 and "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37, no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of Unaffiliated Security Holders for purposes of negotiating the terms of the Transaction and/or preparing a report concerning the fairness of the Transaction.

        For the foregoing reasons, the Company and the Board believe that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Security Holders.

Position of the Buyer Group as to the Fairness of the Merger

        Under SEC rules governing going-private transactions, each member of the Buyer Group is required to express his or its belief as to the fairness of the Merger to the Unaffiliated Security Holders.

        Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Buyer Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder as to how that shareholder should vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. Members of the Buyer Group have interests in the Merger that are

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different from, and/or in addition to, those of the other shareholders of the Company by virtue of their continuing interests in the Surviving Company after the completion of the Merger. These interests are described under the section entitled "Special Factors—Interests of Certain Persons in the Merger—Interests of the Buyer Group" beginning on page 56.

        The Buyer Group believes that the interests of the Unaffiliated Security Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Buyer Group attempted to negotiate a transaction that would be most favorable to the Buyer Group, rather than to the Unaffiliated Security Holders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were substantively and procedurally fair to such holders. The Buyer Group did not participate in the deliberations of the Special Committee regarding, and did not receive any advice from the Special Committee's independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Security Holders. Furthermore, the Buyer Group did not itself undertake a formal evaluation of the fairness of the Merger. No financial advisor provided the Buyer Group with any analysis or opinion with respect to the fairness of the Per Share Merger Consideration to the Unaffiliated Security Holders.

        Based on their knowledge and analysis of available information regarding the Company, as well as the factors considered by, and findings of, the Special Committee and the Board discussed under the section entitled "Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board" beginning on page 24, the Buyer Group believes that the Merger is substantively fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

•

the Per Share Merger Consideration of US$43.30 offered to the Unaffiliated Security Holders represents a premium of approximately 18.1% to the closing price of $36.67 per Ordinary Share as quoted by NASDAQ on July 2, 2020, the last trading day prior to July 6, 2020, the date on which the Company announced its receipt of the Proposal, and premiums of approximately 23.6% and 28.6% to the volume-weighted average traded price of the Ordinary Shares during the last one month and three months, respectively, prior to and including July 2, 2020;



•

the Ordinary Shares traded as low as $26.04 per Ordinary Share during the 52-week period prior to July 2, 2020, the last trading day prior to the date on which the Company announced its receipt of the Proposal;



•

the members of the Special Committee are not affiliated with any member of Buyer Group and do not have any financial interests in the Merger different from, or in addition to, those of the Unaffiliated Security Holders, other than the members' receipt of Board compensation in the ordinary course and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee's or the Board's recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreement entered into with the Company and the Merger Agreement;



•

notwithstanding that the Buyer Group may not rely upon the opinion provided by Morgan Stanley to the Special Committee, the Special Committee received an opinion from Morgan Stanley stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Morgan Stanley in preparing its opinion, the Per Share Merger Consideration to be received by the holders of Shares (other than the Buyer Group) in the Merger was fair to them, from a financial point of view;



•

the Special Committee and, upon the unanimous recommendation of the Special Committee, the Board determined that the Merger Agreement, the Plan of Merger and the consummation of the

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Transactions, including the Merger, are fair to and in the best interests of the Unaffiliated Security Holders;

•

the Company has the ability, under certain circumstances, to seek specific performance to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement;



•

the Merger is not conditioned on any financing being obtained by Parent or Merger Sub, thus increasing the likelihood that the Merger will be consummated and the merger consideration will be paid to the Unaffiliated Security Holders;



•

the consideration to be paid to the Unaffiliated Security Holders in the Merger is all cash, allowing the Unaffiliated Security Holders to immediately realize a certain and fair value for all of their Shares, without incurring brokerage and other costs typically associated with market sales;



•

the increased competition in China's online media and social media services, mobile value-added services and Fintech industries;



•

the potential adverse effects on the Company's business, financial condition and results of operations caused by the general economic slowdown in the PRC and globally and challenges in the macroeconomic environment;



•

the possibility that PRC-based U.S.-listed public companies would be subject to additional costs and burden of regulatory compliance by reason of any newly enacted law or regulation similar in substance to the proposed Holding Foreign Companies Accountable Act;



•

the potential continued depreciation of the Renminbi and the resulting negative impact on the valuation of the Company in U.S. dollar terms; and



•

the availability of dissenters' rights to the Unaffiliated Security Holders who hold their Ordinary Shares in their own names and comply with all of the required procedures under the Cayman Islands Companies Law for exercising dissenters' rights, which allow registered shareholders to receive payment of the fair value of their Shares as determined by the Grand Court.

        The Buyer Group did not consider the liquidation value of the Company because the Buyer Group considers the Company to be a viable going concern and views the trading history of the Ordinary Shares as an indication of the Company's going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

        The Buyer Group did not consider the Company's net book value, which is an accounting concept based on historical costs, as a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. The Buyer Group notes, however, that the Per Share Merger Consideration of $43.30 is substantially higher than the net book value per Share as of December 31, 2019 of US$ 38.55 (based on 68,450,187 outstanding Shares as of that date). See "Where You Can Find More Information" beginning on page 101 for a description of how to obtain a copy of the Company's Annual Report.

        The Buyer Group did not establish, and did not consider, a going concern value for the Company as a public company to determine the fairness of the merger consideration to the Unaffiliated Security Holders because, following the Merger, the Company will have a significantly different capital structure. However, to the extent the pre-Merger going concern value was reflected in the pre-announcement price of the Company's Shares, the Per Share Merger Consideration of $43.30 represents a premium to the going concern value of the Company.

        The Buyer Group is not aware of, and thus did not consider, any offers or proposals made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with or into another company, (ii) a sale or transfer of all or substantially all of the Company's assets or (iii) the purchase of all or a substantial portion of the Shares that would enable such person to exercise control of or significant influence over the Company.

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        The Buyer Group did not perform or receive any independent reports, opinions or appraisals from any third party related to the Merger, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Security Holders.

        The Buyer Group believes that the Merger is procedurally fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

•

the consideration and negotiation of the Merger Agreement were conducted entirely under the control and supervision of the Special Committee, which consists of three independent directors, as defined under applicable rules of NASDAQ, each of whom is an outside, non-employee director, and that no limitations were placed on the Special Committee's authority;



•

in considering the transaction with the Buyer Group, the Special Committee acted solely to represent the interests of the Unaffiliated Security Holders, and the Special Committee had full control of the extensive negotiations with the members of the Buyer Group and their respective advisors on behalf of the Unaffiliated Security Holders;



•

all of the members of the Special Committee during the entire process were and are independent directors and free from any affiliation with any member of the Buyer Group; in addition, none of such Special Committee members has any financial interest in the Merger that is different from that of the Unaffiliated Security Holders other than the members' receipt of Board compensation in the ordinary course and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee's or the Board's recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreement entered into with the Company and under the Merger Agreement;



•

the Special Committee retained and was advised by an independent financial advisor and an independent legal counsel, each of whom is experienced in advising committees such as the Special Committee in similar transactions;



•

the Special Committee was empowered to consider, attend to and take any and all actions in connection with the Proposal and in connection with the Transactions from the date the Special Committee was established, and no evaluation, negotiation or response regarding the Transactions in connection therewith from that date forward was considered by the Board for approval unless the Special Committee had recommended such action to the Board;



•

since the announcement of the receipt of the Proposal on July 6, 2020 and prior to the execution of the Merger Agreement, no third party had contacted the Company, the Special Committee or Morgan Stanley expressing an interest in exploring an alternative transaction with the Company;



•

the Special Committee held meetings regularly to consider and review the terms of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger;



•

the recognition by the Special Committee and the Board that it had no obligation to recommend the Transactions;



•

the Buyer Group did not participate in or have any influence over the deliberative process of, or the conclusions reached by, the Special Committee or the negotiating positions of the Special Committee;



•

the Company's ability, subject to compliance with the terms and conditions of the Merger Agreement, to terminate the Merger Agreement prior to the receipt of shareholder approval (a) in order to accept an alternative transaction proposed by a third party that is a Superior Proposal or (b) in the event that the Board changes its recommendation of the Merger as required by directors' fiduciary duties in connection with an Intervening Event; and

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•

the ability of the Special Committee and the Board to change, withhold, withdraw, qualify or modify their recommendation of the Merger in the event of a Superior Proposal or an Intervening Event.

        The foregoing is a summary of the information and factors considered and given weight by the Buyer Group in connection with its evaluation of the fairness of the Merger to the Unaffiliated Security Holders, which is not intended to be exhaustive, but is believed by the Buyer Group to include all material factors considered by it. The Buyer Group did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching its conclusion as to the fairness of the Merger to the Unaffiliated Security Holders. Rather, its fairness determination was made after consideration of all of the foregoing factors as a whole.

        The Buyer Group believes these factors provide a reasonable basis for its belief that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders. This belief, however, is not intended to be and should not be construed as a recommendation by the Buyer Group to any Unaffiliated Security Holder of the Company as to how such Unaffiliated Security Holder should vote with respect to the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions.

Certain Financial Projections

        The Company does not generally make public detailed financial forecasts or internal projections as to future performance, revenues, earnings or financial condition. However, the Company's management prepared certain financial projections for the fiscal year ending December 31, 2020 through the fiscal year ending December 31, 2025 for the Special Committee and Morgan Stanley in connection with the financial analysis for the Merger. These financial projections were also provided to the Lenders in connection with their provision of the Debt Commitment Letters. These financial projections, which were based on the Company management's estimates of the Company's future financial performance as of the date provided, were prepared by the Company's management for internal use and for use by Morgan Stanley and the Lenders in their respective financial analyses, and were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or U.S. GAAP.

        The financial projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, the Company's management took into account historical performance, combined with estimates regarding revenue, gross profit, operating income and net income. Although the projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by our management that our management believed were prepared on a reasonable basis, reflected the best estimates and judgments available at that time and presented, to the best of the management's knowledge and belief, the expected course of action and the expected future financial performance of the Company. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results, and shareholders are cautioned not to place undue reliance on the prospective financial information. In addition, factors such as industry performance, the market for the Company's existing and new products, the competitive environment, expectations regarding future acquisitions or any other transactions and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of our management, may cause actual future results to differ materially from the results forecasted in these financial projections.

        In addition, the projections generally do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the projections do not give effect to completion of the Merger or any changes to the Company's operations or strategy that may be implemented after the time

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the projections were prepared. As a result, there can be no assurance that the projections will be realized, and actual results may be significantly different from those contained in the projections.

        Neither the Company, its independent registered public accounting firm, nor any other independent accounts have examined, compiled, or performed any procedures with respect to the financial projections or any amounts derived therefrom or built thereupon, nor have they given any opinion or any other form of assurance on such information or its achievability. The financial projections included in this proxy statement are included solely to give shareholders access to certain information that was made available to the Special Committee, Morgan Stanley and the Lenders, and are not included in this proxy statement in order to induce any shareholders to vote in favor of approval of the Merger Agreement or to elect not to seek appraisal for his or her Shares.

        The following table summarizes the financial projections prepared by the Company's management and considered by the Special Committee, Morgan Stanley and the Lenders in connection with their analysis of the proposed transaction: